Old Friends
by jellykitty
Summary: James Potter and Lily Evans had been best friends since they were little. But when they recieved their letters to Hogwarts School of Witchcraft and Wizardry, things change. Can Lily's friends help her to realize her true feelings for James?
1. Operation Matchmaker

**Disclaimer: **I do not own any character seen in this story. They are copyrighted to J.K. Rowling. Well...almost all of them...some belong to me. THEY'RE MINE I TELL YOU!!! ALL MINE!!! laughs evily oh wait...they're all chicks...nevermind walks off

**A/N: **this is my first L/J fic I hope you like it! Plz review!!

_Lily hurried to get dressed. She was so excited. Today was her best friend, James' 10th birthday. She had picked out the perfect gift for him. He had always had a certain fascination with magic, but his parents would never let him have a magic kit. This would be the year when James Potter could finally learn a few tricks._

_Lily and James had been best friends since they were 5. They had been next-door neighbors all their lives. Ever since they met, they'd been inseparable. Today was no different. Lily couldn't wait to give James his gift. Lily finished getting dressed and bolted down stairs and out the door, wrapped gift tucked under her arm. She ran through her yard and up to James' door. She didn't bother to knock on the door, she never did._

"_Good morning, Lily!" Mrs. Potter yelled from the kitchen table when she heard Lily enter the house._

"_Good morning, Mrs. Potter! Is James upstairs?" she asked, slightly out of breath._

"_Yeah, he's not up yet, you should go and get him up, his party starts in a couple of hours." Lily grinned evilly and ran upstairs. She stopped right outside James' door and slowly and quietly opened it and peeked in. Sure enough, James was curled up in his blankets sleeping deeply. Lily crept inside, setting the gift on the floor. She looked at the bed and watched James' sleeping form for a moment, then took a running jump onto the bed. Jumping up and down on the bed all around him she yelled, _

"_WAKE UP POTTER! WAKE UP!! IT'S YOUR BIRTHDAY, IT'S TIME TO GET UP!!" James' eyes shot open and he rolled off the bed. He sat up and looked at Lily who was leaning over the bed, her flaming red hair hanging down in front of her._

"_Morning, Lils." James mumbled, rubbing the sleep from his eyes._

"_Morning, James! I brought you a present, but you can't open it until later. You're going to love it!" Lily exclaimed. She looked up and saw Mr. Potter standing at the door. He had come up to see what was going on when he heard Lily yelling, and James hit the floor._

"_James, what are you doing?" he asked. James turned around and looked at him._

"_Um...I was just about to go and get changed." He said. Lily started to giggle. Mr. Potter rolled his eyes and left the room. James got up and went to his dresser and pulled out some clean clothes. _

_Later that afternoon, Lily and James were joined by the rest of their friends for James' party. They had had cake and ice cream, played games, and were now opening gifts. Lily insisted on saving the best for last, so James opened all his other gifts first. Lily could hardly contain herself as James reached for her gift. He tore back the wrapping paper and stared at the box before him. Lily grinned widely and looked back and forth between James' stony face and the unwrapped gift._

"_What did Lily get you, James?" Mrs. Potter asked. James looked up at her mother._

"_A magic kit." He said softly. Lily's smile slowly faded. _

"_What's the matter, James? I thought you'd like it." Now starting to worry that her gift was a complete bust._

"_No...it's...it's great." James said, unconvincingly. Lily's eyes began to tear up._

"_You hate it, don't you?" Lily asked. James looked at her and back at the magic kit. He got up and went to sit beside her. _

"_No, I love it. Thank you," he said, putting an arm around her and kissing her cheek. _

Lily heard movement in the room. She opened her eyes and sat up in bed. Looking out the window, her eyes were met with a beautiful sunrise. _It must still be pretty early_ Lily thought to herself. She got out of bed and absent-mindedly got dressed, thinking about the dream she had just had. It wasn't the first time she had dreamt about James, what confused her was the strange feeling of loss that remained. She left her dorm room and went down to the Gryffindor common room. There weren't many people there; most were either still in bed or down at breakfast. She was very upset to see that her four least favorite people still remained.

James Potter, Sirius Black, Remus Lupin, and Peter Pettigrew all sat around the fire talking and laughing. Lily sighed and continued to walk down the stairs, hoping she might be able to slip out unnoticed.

"Lily, darling! How lovely to see you!" So much for that. James jumped up from the couch and ran over to Lily. Lily stopped walking and turned to look at him.

"James, I'm not now, nor have I ever been 'Lily, darling'." She said. James smiled and put his arm around her shoulders.

"Lily, you love me, really you do. Why do you deny it?" He asked. Lily pushed him away and turned to leave but ran into Sirius just as she turned.

"Merlin! Can't I go down to breakfast without being hounded by you three?!" Lily nearly yelled.

"You need us to hound you. It's part of your daily regimen! Wake up, get dressed, eat, be hounded! It's daily!" Sirius said. Remus got up from the couch and walked over.

"Exactly, we're just trying to keep you from feeling like you've missed out on something. You should be thankful." Lily rolled her eyes and shoved past the three marauders.

"You're all impossible!" she exclaimed as she climbed through the portrait hole. She began to descend the stairs to the Great Hall when she heard footsteps hurriedly coming up behind her. Lily stopped and rolled her eyes again and spun around on the step. "Why are you following me?!" She yelled. Lily went slightly pink as she realized that the footsteps didn't belong to the marauders, but to her two best friends in the whole world, Lacey and Rachel.

"Well we just thought we'd go to breakfast with you, but if you'd rather eat alone..." Lacey started to say as she and Rachel turned to go back upstairs.

"Sorry, guys. James and the guys were harassing me again this morning. I thought you were them. C'mon, you know I hate to eat alone." Lacey and Rachel smiled and turned back around. They all headed down towards the Great Hall together, chatting about the marauders the whole way.

"He's so cute! And he flirts shamelessly with you! Any girl would kill to be in your shoes!" Rachel said to Lily.

"Good, because I'd die before I ever dated James Potter! And I don't think any girl would kill to be in my shoes. Most girls have more sense than that." Lacey and Rachel laughed. "Well, then, if you two think he's so great, why don't you ask him yourself?" Lily dared. Rachel laughed.

"Yeah right! He's totally enamored with you. Besides, I've got my eyes set on someone else." Rachel grinned slightly at the thought. Lacey and Lily looked at each other and back at Rachel.

"Who?" Lily asked.

"Details, girl!" Lacey pushed. The three stopped walking and Rachel looked around to see if anyone was coming. When she was sure no one was around, she leaned in and whispered,

"Remus Lupin." Lacey and Lily squealed in excitement.

"I knew it!" Lacey yelled. Rachel held her finger to her lip and shushed her two friends.

"C'mon! I don't want anyone to find out!" She said, a definite shade of pink apparent on her cheeks.

"He likes you, you know." Lily said. Rachel looked at her.

"He does?" she sounded shocked. Lacey laughed as they started to walk towards the Great Hall again.

"Yeah! You hadn't noticed?" Lacey asked, sounding just as shocked. Rachel shook her head. "Yes! New project!" Rachel and Lily looked at her. "Operation Matchmaker! I'm going to hook you two up!" Lacey said sounding very proud of herself. "And when I'm done with that, I'll get started on Lily and James!" Lily busted out laughing.

"Yeah, good luck with that one! And what about you, Lace? Your going to be so busy hooking us up with the marauders, who's your perfect match?" Lily asked. Lacey smiled and blushed slightly.

"I've already helped myself." She said. Lacey reached into the pocket of her robes and pulled out a folded up piece of parchment. Lily took it and opened it up and read aloud.

'_Dear Lacey,_

_Meet me in the DADA room tonight after dinner._

_Padfoot'_

Lily and Rachel's jaws dropped and they both turned to look at Lacey with wide eyes.

"Oh, Lace, I hope you know what you're getting yourself into!" Rachel warned.

"What do you mean?" Lacey asked.

"Sirius Black is a bigger player than James! He's been known to have upwards of 5 girls at a time. He had three different girls hanging off him three different times last week, and that was an off week! I just don't want to see you get hurt." Lily said. Lacey smiled.

"Well, I'd say Sirius has met his female match! I'm not one to brag, but I can be quite the heartbreaker. I know what I'm doing and Sirius means nothing more to me than just another good snog." Lily and Rachel laughed. It was true. Lacey could very easily hold her own against the infamous Sirius Black. She was easily the most flirtatious girl in school and could get any guy she wanted. Lacey was about 5'5" with long wavy blonde hair and slightly tan skin. If Lily and Rachel had a galleon for every time they were asked by guys to be hooked up with Lacey, they'd never have to work a day in their lives!

The three girls reached the Great Hall and sat down at the Gryffindor Table. Just as they sat down, Lily felt two arms wrap around her neck and a chin rest on the top of her head.

"Morning ladies! Mind if we join you?" Remus asked, taking a seat next to Rachel before he received an answer. Sirius sat down next to Lacey, which left only one possibility as to who was hanging on Lily.

"JAMES! Get off!!" she yelled, shoving his arms off of her. James grinned and sat down next to Lily and put an arm around her waist. Lily just rolled her eyes and ignored it. Sirius and James promptly began piling bacon, eggs, and toast on their plates and began shoveling it all in. Remus, however, took his food at a much leisurely pace. Lily watched James gorge and immediately lost her appetite for the toast she was about to eat. Lily shoved James' hand off her waist and stood up.

"I'm going back to the common room. I'll see you later." She said and left the Great Hall. The moment the large door shut behind her James turned his gaze from her retreating form to his friends at the table.

"Help." He simply said. Lacey and Rachel looked at each other and back at James.

"Help with what exactly?" Lacey asked.

"I can't be shot down by Lily again this year. I want your help to change her mind about me." Rachel looked into James' eyes and saw that they were almost begging them for their help.

"Alright. I'll help you. Just as long as you promise that you won't hurt her or do anything stupid." Rachel said. Lacey looked at Rachel in shock.

"What are you doing?" She whispered. Rachel leaned closer to her friend.

"I think he's sincere. And I think Lily really does have feelings for him. She just needs a little assistance."

"How can we be so sure he's sincere?" Lacey asked. Rachel smirked.

"You can help with that."


	2. Haunted by Dreams

**Disclaimer:** i still only own the characters i created, sad, i know, but true shrugs

Lily Evans was a beautiful girl. She had long fiery red hair that matched her temper. Her eyes were a dazzling shade of emerald green and when you looked into them, it was like looking into her soul. She had a few freckles across her nose and cheekbones. James loved weekends and holidays because Lily didn't wear her robes, which hid her perfect figure. For the past six years James Potter had been Lily Evans' worst enemy. James, on the other hand, and been in love with Lily since fifth year. This year would be different, James was sure of it. This was their last year at Hogwarts, and James' last chance to win fair Lily's heart.

Lily climbed through the portrait hole into the Gryffindor common room. It was empty except for four third year wizards who seemed to be plotting something. Lily laughed. So many younger wizards tried to follow in the marauder's footsteps, but none ever got close. Lily went upstairs to her dorm and returned to the common room carrying one of her favorite books. She sat down at her favorite reading chair. It was large and squishy and she sunk into it when she sat down. She curled up in the chair by the fire and began reading. Pretty soon, Lily lost her grip on her book and fell asleep.

_Lily lay in bed, drifting in that space between consciousness and sleep when she heard a soft tapping at her bedroom window. She rolled over in her big comfortable queen sized bed and opened her eyes sleepily. To her great surprise, a beautiful Great Horned Owl sat on her windowsill. She sat up in bed and stared at it as it tapped its beak against the pain a few more times. Lily slowly climbed out of bed and opened her window. The owl flew in and landed on the back of Lily's desk chair. She stared at it and noticed something tied to its leg. _

_"Oh you poor thing!" Lily exclaimed as she hurried over to untie the paper attached to it. As soon as the paper was unattached, the owl spread its wings and flew out Lily's open window. Lily looked down at the piece of paper she held in her hand and saw that it was addressed to her. She turned it over and saw that it was an envelope and opened it. Inside were two folded up pieces of parchment. She unfolded the parchment and read:_

_'Dear Miss Evans,_

_We are pleased to inform you that you have been accepted at Hogwarts School of Witchcraft and Wizardry. Enclosed you will find a supply list of books and supplies you will need for the upcoming year. The Hogwarts Express will depart from Kings Cross Station, platform 9 ¾ on September 1. _

_Yours Sincerely,_

_Minerva McGonagall_

_Deputy Headmistress'_

_Lily turned the paper over to see if there was anything written on the back. She then looked at the other piece of paper she held, which was the supply list filled with supplies Lily had never heard of before. Dragon hide gloves, spell books, cauldrons…What were these things? __Lily's eyes grew wide as she stared at the paper in utter shock. Then it dawned on her._

_"James!" she said allowed to herself as she hurried to get dressed and ran next door. Lily ran into James' house and into his living room where she found him sitting on the couch, sipping some tea and watching TV._

_"What is this?" she asked him. James looked up at her._

_"Oh, hey Lils. What is what?" he asked her. Lily held up the paper._

_"This!" James' eyes grew larger than Lily's had and he jumped up from the couch and ran to Lily, snatching the paper out of her hands. He examined it very closely when James' mother, Kathryn, walked into the room._

_"Oh! Good morning Lily! I didn't get a chance to see you yesterday and wish you a happy birthday! How does it feel to be 11?" James' mother asked. Lily smiled politely._

_"Great." She said. _

_"Mum!" James called his mother, without looking up from the paper. Kathryn looked at the paper her son was holding. _

_"Merlin's beard!" Lily looked at Kathryn in utter confusion. She had never heard her say that before and wasn't quite sure what it meant. She looked back and forth between James and his mother, trying to find an answer in one of their faces. _

_"Would somebody PLEASE tell me what's going on?!" Lily exclaimed loudly. James looked up at Lily slowly._

_"You're a witch!" he said softly. _

_"I'm sorry...A what?" Lily asked as if she hadn't heard him. _

_"A witch." James repeated. Lily laughed._

_"Yeah right, James. This is just one of your jokes. I knew I shouldn't have gotten you that magic kit for your birthday last year. It's gone straight to your head." Lily said. James shook his head._

_"No, Lils. You're a witch...and I'm a wizard. I got the same letter two days ago. Mums a witch as well. And Dad's a wizard. This is amazing, Lily! I always knew you were different, but I never would have guessed this!" James said. Lily shook her head._

_"You mean you knew about this?" James nodded. Lily stood in silence, her mind unable to make sense of anything James was telling her. Kathryn rushed up to Lily and embraced her in a tight hug._

"I'm not a witch!" Lily exclaimed as she shot up in the chair. She slowly began to realize where she was and rubbed the sleep from her eyes.

"Really? No wonder your failing Potions!" said a familiar voice. Lily yawned and looked at James who had taken a seat across from her.

"Shut up, James. Professor Canton has it out for me and you know it." James laughed. Lily sat back in the comfy chair. "How long have I been asleep?" Lily asked.

"I dunno. I've been here for about half an hour. What makes you think you're not a witch?" James asked, highly amused. Lily shook her head.

"I was dreaming that's all." James got up from his chair and squeezed in beside Lily on her big chair, wrapping an arm around her.

"Aww was ickle Lily-kins having a nightmare? I told you the Salem Witch Trials happened in the 1600's in America! They're not going to get you." Lily punched James in the arm and got up.

"That was only one time! I don't know why you still bring it up!" Lily tried to defend herself. She sat down on the couch across from James.

"Yeah, but you climbed into _my_ bed that night, don't forget." James reminded her with a wink.

"I was sleep walking!" Lily exclaimed, her face turning a shade of red just shy of her hair.

"The subconscious mind does what the heart tells it to." James said casually. Lily huffed.

"Your crazy. And I wasn't dreaming about the Salem Witch Trials. I was dreaming about y—nothing." She said, looking away. James eyed her.

"Y-nothing? Are you sure?" Lily continued to avoid his gaze.

"Yes I'm sure." Lily tried to get her face to turn it's original color again when the portrait hole swung open and Remus and Sirius climbed through laughing. Lily looked up, confused. James jumped up from the chair and went over to his two friends.

"Oh James you should have seen it! Four third years trying to take a book out of the restricted section of the library! They were caught so fast!" Remus managed to get out between fits of hysterical laughter.

"Not only has it already been done, _successfully_, but it's such a lame prank to try and pull!" Sirius continued, trying hard not to bust out laughing again. James looked at his two friends with confusion.

"What were you two doing in the library?" He asked. With that question, both boys stopped laughing. Remus hung his head, apparently embarrassed about something, and Sirius gave him a disappointed look.

"Our old pal Moony, here, followed Rachel to the library like a lost pup! He dragged me along with him while he sat next to Rachel pretending to be interested in her Divination problems." Sirius explained. Lily smiled from her spot on the couch.

'I knew it!!' she thought to herself. James looked at Remus, trying to hide a smile with a look of disappointment.

"Moony, I'm shocked at you! You could have damn near any girl you please and yet you follow someone around who doesn't even seem interested!" James leaned over and whispered into Remus's ear. "Way to go man! Bad move bringing Sirius along, though. I love the boy like my own brother, but he will ruin a moment faster than you can say Quidditch!" Sirius looked back and forth between Remus and James.

"Hey! No secrets!" Lily laughed and got up, heading for the portrait hole. "What are you laughing at?" Sirius sounded offended.

"You. You three sound like a bunch of girls! Remus, if you really want something that badly, go for it. You might just be surprised." Lily said with a wink and a smile and stepped through the portrait hole, heading for the library. The portrait swung closed, leaving the three marauders alone in the Common Room.


	3. The Marauders

**A/N:** Hey, everyone. Sorry about the long wait for the update. I've been real busy with other stories, choir, school...the works. I'm hoping to stay on top of it a bit more, but i'm gonna be busy for the next week (Christmas...NYC here i come!!) but i'll try and keep a regular update. I hope you enjoy my fic, and please PLEASE review!! I'm dying to know what everyone thinks. R&R please. Enjoy

**Disclaimer:** you've heard it all before, i don't own anyone, no, not even remus (tear) it's all copyright JKR, blah blah blah...

"What was that all about?" Sirius asked as the portrait swung closed behind Lily. James stared after her.

"I have no idea." He said. Sirius then turned on Remus.

"Ok, Moony! Explain yourself." Sirius demanded. Remus sighed and went to sit on the couch.

"Alright, alright. I confess. I really like Rachel. Actually, I've always liked Rachel. I want to ask her out, but I don't know if she'd go for it." Remus said. James walked over and sat down next to Remus.

"I think you should take Lily's advice. You never know, her and Rachel are best friends after all. She might know something." Sirius sat down in the big chair across from Remus and James.

"Maybe you should take Lily's advice as well." James shook his head.

"No, it wasn't an open invitation. She's being at least a little bit civil to me, I'm not going to ruin it by making the stupid mistake of asking her out." James said, looking very disappointed.

"Maybe she doesn't hate you as much as you think she does. I'm meeting Lacey later on this evening, I'll see if she knows anything about Rachel or Lily." James shook his head again.

"C'mon, Padfoot. Even if Lily did like me, she wouldn't tell anyone about it. Not even Rachel and Lacey." Sirius rolled his eyes.

"You haven't had a girlfriend since third year, mate! I'm not going to see you spend your last year at Hogwarts single. I have a feeling that Lily isn't as against you as she makes it seem. It's my mission for the year. Hooking you up with Lily," Sirius pointed to James. "And getting you together with Rachel." He said, pointing to Remus. Remus laughed.

"I can take care of myself, thanks. I think I'm going to take Lily's advice. I mean, I've wanted Rachel ever since I ran into her on the train first year. Why shouldn't I go for what I want?" Remus said more to himself than to either James or Sirius.

"That's the spirit, mate!" James said. There was a long, strange silence when Sirius cleared his throat and said,

"So, captain…when do we start Quidditch practice?"

Later on that evening, at dinner, Remus excused himself from his friends, got up, and headed over to where Lily, Rachel, and Lacey were sitting.

"Mind if I borrow Rachel for a moment, ladies?" Remus asked with a smile.

"Go right ahead." Lily said.

"Yeah, just bring her back in one piece." Lacey added. Rachel looked back at her two friends with a nervous smile and stood up. Remus motioned for her to follow him and left the Great Hall. Lily looked down the table at James and Sirius. James looked back and smiled and winked at Lily. Lily turned away and continued eating, blushing ever so slightly.

Remus pulled Rachel aside for a little privacy. The two stood in silence for a while. Rachel chuckled and looked at Remus.

"Did you want to talk to me about something? Or did you just want me to accompany you into the hall?" Rachel asked. Remus smiled nervously.

"Yeah…I wanted to ask you-" Remus trailed off. Rachel looked at him expectantly.

"Ask me what?" Remus took a deep breath.

"Well…the first trip to Hogsmeade is in two weeks, and I was wondering, if you weren't going with somebody, if you'd like to go with me. If your going with someone, though, that's fine, I completely understand. You probably are going with someone already. What am I thinking? Of course you're going with someone. I'll just be going now." Remus turned to walk back into the Great Hall. Rachel grabbed his arm and pulled him back.

"I'm not going with anyone, Remus. I'd love to go with you." Rachel smiled. Remus beamed.

"Really?" he asked excitedly. Rachel nodded. "Great! I'll wait for you outside then, in two weeks." Rachel smiled back. They both walked back into the Great Hall and took their seats with their friends.

"Well?" Lily prompted Rachel.

"Well?" James prompted Remus.

"Well what?" Rachel laughed.

"Well…I did it. I asked her to go to Hogsmeade with me." Remus said, sounding very proud of himself.

"Remus asked me to go to Hogsmeade with him!" Rachel beamed. Both Lily and Lacey squealed in excitement and gave their best friend a hug.

"Way to go!" Sirius said, clapping a hand on Remus's back. Remus smiled sheepishly and stared at his food. The three heard the girl's squeals and looked over at them.

"They look extremely happy…" James muttered. Rachel glanced down in Remus's direction, smiling from ear to ear. Remus's heart leapt at the sight of Rachel looking so happy. Rachel wasn't like Lacey. She was smart, funny, and easy to talk to. Remus had always been captivated by Rachel's beauty. She had shoulder length wavy brown hair with bangs that fell gracefully into her face and bright green eyes. Remus never grew tired of seeing her.

Later on after dinner, Sirius slid silently out of the common room and headed toward the empty DADA room. When he got there, Lacey was sitting on a desk looking at the floor. She heard him close the door and looked up. Sirius smiled and walked up to her. Lacey smiled back.

"Hey there." Lacey said.

"Hey." Sirius replied. They stared at each other for a moment and just as Lacey leaned into kiss Sirius, Sirius sat on the desk across from her and said,

"I have to ask you something." Lacey looked taken aback.

"What?" she asked.

"Ok, so James is madly in love with Lily. He thinks she hates him. I figured, since you're her best friend and girls tell their best friends everything, that you might know something about Lily that would interest James." Lacey laughed and shook her head.

"Sirius, any feelings other than hatred that Lily might feel for James will be taken to the grave. She wouldn't even tell me if she had feelings for him." Sirius sighed.

"Yeah that's what James said. Thought it was worth a try asking. So, now to what I asked you here for in the first place." Sirius said, hopping off the desk. He walked back up to Lacey and leaned in and kissed her.

James sat alone in the common room. He was extremely bored, sitting by himself watching a couple of first year boys play Wizard Chess. One was muggle born and had never played before, his eyes grew wider and wider every time a piece moved on it's own or completely destroyed another piece. James slumped down in the couch more.

_I wonder where the guys are. _He wondered to himself. He stared at the flames in the fire dancing. It was almost hypnotic. The warmth from the fire, and the gentle popping sound from the logs soon lulled James into sleep.

_James climbed onto the Hogwarts Express on September 1. Today was to be his first day at Hogwarts. He was supposed to meet Lily, but she was nowhere to be found. He gave up looking for her and found an empty compartment. He went in and sat down. He stared out the window when he heard the compartment door slide open again._

"_Mind sharing?" asked another first year boy. James nodded. The boy sat down across from him._

"_My name's Sirius Black." Sirius said with a grin. _

"_James Potter." James said simply. The compartment door slid open again, this time it was a fourth year girl._

"_Sirius have you seen Narcissa? I can't seem to find her anywhere." James looked up and found a rather portly young girl standing at the compartment door. She had dark brown, stringy hair that went all the way down her back._

"_Why would I know where she is? Why would I CARE where she is?" Sirius replied. The girl ignored him and looked at James._

"_Who are you?" she asked James. James looked up at her._

"_James Potter." He replied again. _

"_Potter. Pureblood family, right?" James nodded silently. "What's wrong with you? Don't you talk?" she asked. James shrugged._

"_Seems he only knows his name. Bugger off, will you, Bella? You're stinking up the place." Sirius said. James laughed at this. Bella placed her large hands on her wide hips and huffed, storming off to find Narcissa. Sirius sighed and shook his head._

"_Sorry 'bout her. She's my cousin, ruddy pain in the arse as well." _

_At that same time, a young boy with sandy blonde hair and hazel eyes made his way down the hall looking for a compartment. He had his eyes on the ground most of the way, hearing talking in the compartments as he passed. _

"_Hey, isn't that-?" he heard one girl ask in a compartment as he passed. He picked up his pass and ran head long into a girl coming in the other direction. He fell backwards onto the ground._

"_I'm sorry." He muttered as he stood up. _

"_That's alright, just watch where you're going next time." He looked up at the girl. _

'_She's beautiful.' He thought to himself. The girl had long wavy brown hair and beautiful green eyes. _

"_Where were you headed in such a rush anyways?" she asked. _

"_Looking for a compartment. Most of them are full in that direction. Any empty ones back there?" he asked. The girl shook her head._

"_I'm looking too. Want to look together?" The boy smiled and nodded._

_"I'm Remus Lupin." He said, holding out his hand. The girl took it and they shook hands._

_"Rachel Bowers. Nice to meet you Remus." _

_"Are you two looking for a compartment?" Remus and Rachel had run into each other right outside of James and Sirius' compartment. Sirius had stuck his head out the compartment door. Remus nodded. "You can share with us." Sirius said. He backed up into the compartment to allow Rachel and Remus in. They sat down across from each other._

_"I'm Sirius Black and this is-" he said, motioning to James._

_"James Potter." James said again. Sirius leaned over and whispered in Remus' ear loud enough that both Rachel and James could hear._

_"It's all he knows how to say. Bit sad, really." Rachel giggled. Remus grinned and shook his head._

_"That is not all I can say you bloody git!" James exclaimed. _

_"The boy speaks! Nice to hear from you. Now let's try something a little less harsh and perhaps you could ask these two fine people their names." Sirius said smirking. James rolled his eyes._

_"Who are you?" he asked. _

_"I'm Remus Lupin and this is my friend Rachel Bowers." He said, motioning towards Rachel._

_"Nice to meet you. Happy now, Black?" James asked. Sirius smiled broadly. _

_"Ecstatic." He said. James rolled his eyes._

_"Black? Ugh not another one." Rachel sighed. Sirius looked over at Rachel in amusement. _

_"What's that supposed to mean?" he asked. Rachel sighed._

_"Sorry, my family hasn't been on the friendliest terms with the Blacks. Not since my sister glued all the pages of Bellatrix's potions book together in their second year." Sirius nearly rolled off his seat laughing._

_"I remember that! Your Sherry Bowers' sister?" he asked. Rachel nodded. "Thank your sister for me. That was one of the happiest days of my life. The expression on her face when she realized she couldn't brew a love potion for some slime ball seventh year Slytherin was absolutely priceless!" He said, still laughing. James and Remus both started laughing as well._

_"Personally, I would have charmed the book so that when she unstuck the pages, the words were gone." James said. _

_"Yeah, but not before making all her books look identical so she couldn't tell which one was which." Remus added. All three boys humored each other with ideas and schemes to prank and humiliate people when another person slid the door open. _

_"There you are, James. I've been looking for you. I thought you were supposed to meet me on the platform." It was Lily. James looked up. He was still chuckling from the last prank the three boys had schemed._

_"Sorry, Lils. I got us a decent compartment, though. Right next to where the food cart lady rides." Lily sighed and sat down next to Rachel._

_"Lily Evans." Lily introduced herself. _

_"Rachel Bowers." Everyone in the compartment took their turns introducing each other. Finally, everyone had said their names, except for James._

_"James Potter." He said and he and Sirius rolled with laughed once again. Lily looked between them in confusion. The door slid open again and another first year girl stepped inside. _

_"Mind if I join?" she asked. Lily and Rachel shook their heads. The three boys were too busy plotting and joking again to notice that someone else had walked in._

_"I'm Lily, this is Rachel. Those three are James, Sirius and Remus." Lily introduced. The girl smiled._

_"Hi, I'm Lacey Osburn." For the rest of the train ride, Lily became friends with Rachel and Lacey, having given up on trying to talk to James._

_When they arrived at the Hogsmeade station, all six filed out of the compartment. James wasn't looking and ran into a scrawny, greasy haired first year. Sirius promptly ran into James, as he too was not looking where he was going._

_"Oi, Jamesy-boy. What's the hold up?" Sirius asked. _

_"Sorry. Just got stuck in a tar pit." He chuckled. Sirius chuckled and reached around James and poked the first year in the chest. _

_"Why don't you watch where you're going?" he said. The first year scowled at him._

_"Severus? Who are you talking to?" asked a tall, thin fourth year with platinum blonde hair._

_"Why if it isn't Luccy boy! Going to ask Narcy out again? Careful what you say to her, Bella might sit on you. I see you're pet sitting. Since when do you care about others?" Sirius asked, raising an eyebrow. _

_"Awfully bold for a first year, aren't we Black? I'd watch my tongue if I were you. And for your information, I'm always willing to help out a perspective Slytherin." He said, clapping a hand on Severus' shoulder._

_"Oh, training another monkey, I see. Just what the wizarding world needs." Sirius remarked. James and Remus stifled giggles behind him. Lily and her two new found friends, Rachel and Lacey walked up._

_"What's going on?" Lily asked. Remus turned around to see who was asking and turned back to watch the battle of wits taking place._

_"James ran into this guy, who is with the blonde, who Sirius knows and apparently doesn't like much." Remus explained. Sirius turned away from Lucius and back to Severus. _

_"What's wrong with your head, boy? Don't you know what a shower is?" James and Remus laughed. _

_"Sirius, leave the boy alone. Did he ever do anything to you?" Lily asked, pushing past James and Remus._

_"No, not directly." Sirius said, turning to look at Lily._

_"Has he said something nasty about you behind your back?" Lily continued to ask questions._

_"Not that I know of. Have you, Snively?" Sirius asked, snapping his head back toward Severus._

_"I don't even know you." Severus turned to walk away. _

_"Leave him alone, Lils. He's just having some fun." Lily turned to James, who had spoken to her for the first time since the train left Platform 9 ¾. _

"_I heard that tar pit comment you made, James. Since when do you make snide remarks?" She asked, folding her arms across her chest._

"_Since when do I need you to tell me what I do and don't do? We were just having some fun, Lils." James said, running a hand through his hair._

"_Yeah, at someone else's expense. That's not like you, James. This Sirius kid brings out the worst in you." Lily gave James a disappointed look and turned and walked to the boats waiting the first years, Rachel and Lacey at her heels. James watched Lily's retreating form, feeling guilty for what he had done and how he had treated her. Sirius clapped a hand on his back._

"_Well, Jamesy? We going?" he asked. James nodded and headed toward a boat with Sirius and Remus._

"PRONGS!" James heard someone yell. He sat up and looked around. He found Remus leaning over a chair looking at him.

"Hey, Moony. What time is it?" he asked. Remus stepped around the chair and plopped down in it.

"Couldn't tell ya. You know what I think you should do?" He asked with incredible speed, a grin playing across his lips. James looked a bit frightened.

"What?" he asked.

"I think you should ask Lily out. I think she feels deeper for you than she lets on. Give it one last try. Try and remember something from your childhood that might win her over. You said you two were really close friends as kids, maybe you could use that to your advantage." Remus said, with the same hyperactive speed.

"Since when did you become the love guru? Asking Rachel out really boosted your confidence." Remus shook his head.

"Ok, well, maybe a little. But I've been thinking about it a lot and I think it's what you should do. I need more chocolate." Remus jumped out of the chair and ran up to the boys' dorm. James shook his head and laughed. His dear friend was obviously doing some celebrating over his date plans. James sat back in the chair and looked up at the ceiling.

_Maybe Moony's right. We were great friends at one time. I wonder what made her hate me so much. I never really hated her. I missed being her friend for those years then I loved her…I wonder what it was. Was it that first train ride? Did that spark her hatred?_ James pondered these thoughts for a while before deciding to go and save Remus from the evils of chocolate.


	4. Much Ado About Men

A/N: Ok, so I thought two years was bad! This is going on borderline four years since I last updated. Sorry to anyone who wanted an update! I reread the first three chapters, and I'm not really sure what I did to poor Remus! Anyways, here's the very long awaited chapter four. I kind of forgot where I was going with this story. I had an entire notebook outlining everything and I've sort of lost it haha. I'll find my way eventually. Enjoy, please review!

* * *

Lily lay awake in bed staring at her ceiling. It was the day before the Hogsmeade trip and Rachel had been in her trunk for the last two hours trying to figure out what to wear. Lacey had been spending most of her evenings in abandoned classrooms all across the school with Sirius. Though both swore that their relationship was nothing beyond a way to pass the time, no one ever saw either Sirius or Lacey with another person. It seemed to Lily and Rachel that Lacey and Sirius had indeed met their match.

Rachel spent most of her days staring off into space with a goofy grin playing across her lips. Lily was happy for her; she could tell Rachel had been waiting for this for nearly seven years. Lily was jerked from her thoughts as Rachel let out a frustrated groan.

"Lily! Can I borrow some of your clothes?" she asked, diving right into Lily's trunk. Lily sat up in bed.

"What's wrong with your stuff? Honestly, Rache, it's only Lupin. I don't think he'll care what you have on.

"Exactly! It's _only_ Lupin. _ONLY_! Meaning no one else! It's just me and him and my clothes!" Articles of clothing began to fly over the lid of the trunk that was obscuring Rachel's head from sight. Lily laughed and shook her head, lying back in bed. _Someone hit me with a broomstick before I ever act that way about a date._ She thought to herself. "I wonder if Alice has anything I could wear…She and Frank have been together long enough, I don't think she'll want her first date clothes." And with that, Rachel jumped up and ran from the room. The room was silent, finally, giving Lily the much needed piece and quiet to fall asleep.

"_What's Hogsmeade?" Lily asked Jams the summer before their third year. It was the first summer since they started school at Hogwarts that Lily had time alone with James. Over the past two years, James had spent less and less time with Lily. He had become very close friends with Sirius and Remus and the three spent most of their time together. Lily was only slightly bothered by this; she had Rachel and Lacey to keep her company. It was nice having girlfriends for once, though Lily did miss the male humor she and James used to share._

"_Mum says it's the only all-wizard community in Britain. There's shops and things there." He said absentmindedly as he was pouring over the latest copy of _Which Broomstick_ he "borrowed" from Sirius. He had been immersed in every Quidditch book he could get his hands on as he and Sirius were both trying out for the Gryffindor house Quidditch team for the next year. Lily leaned back on the couch the two were sharing and folded her arms. After a few moments of staring silently at the cover of James's magazine, she finally got fed up and stood up._

"_I'll see you later, James. Don't forget about tomorrow. Lacey and Rachel will be around at half six." She said. James grunted his acknowledgement and Lily left._

_The next morning, Lily awoke to her bed shaking violently. She sat up real fast and was face to face with her best friend, Lacey. _

"_Morning, sleepy head!" she said with a broad smile. It was Lily's thirteenth birthday and her friends, Lacey and Rachel, had arrived early for Lily's small party. Lily looked sleepily between the two and then flopped back down in bed, pulling her fluffy quilt over her head._

"_You're early." Her voice was muffled by the blanket. Rachel laughed and pulled the blanket down. _

"_You're Mum wanted to surprise you! If you ask me, I think she just wanted to use an owl!" Lacey said with a laugh. _

"_Happy birthday, Lily. I see Mum made use of your bird." Came a surly voice from the door. It was Lily's older sister, Petunia, who had resented Lily for her magic ever since Lily received her letter from Hogwarts. _

"_Honestly, Petunia! Couldn't you be a little bit nice, just for once? It could be your birthday present to me." Lily said with a smile. Petunia turned her pointy nose up in the air and walked away. Lily shook her head. Rachel sneered._

"_Forget her. Anyway, when's James coming by?" she asked. Rachel and Lacey didn't think much of James Potter. They hadn't known him outside of Hogwarts, though Lily was beginning to see that it didn't matter where James was, his attitude toward her had certainly changed over the past couple of years._

"_I don't know. I told him when you lot were getting here, but I'm not sure he heard me." As if to answer her question, there was a loud bark of a laugh coming up the hallway. Lily's heart sank to her stomach. "Oh tell me he didn't…" she moaned as James and Sirius entered her room. Lily sat back against her pillows and folded her arms, scowling at James. Lacey gave Sirius a half smile, but covered it with an equally sour look. Rachel, though she didn't care for either James or Sirius, smiled sweetly at the two as she always did. _

"_Well good morning to you too!" Sirius said, registering the sour looks from Lacey and Lily. Lily climbed out of bed, and took hold of James's upper arm, pulling him toward the door._

"_A word, James?" she said, leading him out into the hall. He gave her a curious look before she burst into angry whispers so the others wouldn't overhear. "You brought Black? This is supposed to be my birthday party, I only wanted a few close friends!" she said. James gave a small laugh._

"_He is a close friend. Just, maybe not yours." He said. Lily felt like she could scream. This, however, was the kind of arrogant remark she had come to expect from James. Lily ran her fingers through her long red hair and sighed. _

"_You are unbelievable, Potter." She said and went back into her room._

"Lily! Lily! Wake up!" Rachel was shaking Lily's shoulder. Lily opened her eyes slightly and looked out the window. It was barely light outside. She rolled her sleepy head to see what the problem was.

"Has someone died?" she mumbled. Rachel looked confused and shook her head.

"No…why would you think that?" she asked. Lily sat up and rubbed the sleep from her eyes.

"It's not even six in the morning, Rache. What are you waking me up for?" she asked. Rachel sat on Lily's bed.

"I don't know if I can go through with this, Lils." Rachel said, looking down at her knees. Lily furrowed her brow.

"What do you mean? You can't go through with what?" Then it dawned on her. In her half sleep, Lily had forgotten what day it was. "You aren't thinking of backing out of the Hogsmeade trip, are you?" Rachel nodded sadly at her. "What for?" Rachel didn't answer. "Are you nervous?" Lily asked sweetly. Rachel took a deep breath.

"I don't know what I'm going to say to him." Rachel said quietly. She was clutching a shirt and a pair of jeans in her hand. Lily took a close look at her friend.

"Rachel, have you slept at all tonight?" Rachel shook her head. Lily laughed a little. "Well you certainly won't have anything to say to him now! You'll be asleep the whole time." Though her joke was meant to help Rachel's mood, it only seemed to make her sink down on Lily's bed more. Lily looked toward Lacey's bed, hoping for assistance, but Lacey was fast asleep and her quiet snores were filling the room.

Lily spent the next two hours trying to convince Rachel to go to Hogsmeade with Remus. However, she couldn't put her full attention on it. Her mind was beginning to fill with questions. _Why am I dreaming about Potter all of a sudden? We haven't been friends for years, I haven't thought about these things for ages._ Rachel finally reached a conclusion (Lily hadn't done much but nod and agree when she heard a pause in Rachel's ramblings), when Lacey awoke with a stretch and a yawn. Lily was glad Lacey was awake. She had wanted to plan their trip since it would only be the two of them.

"So, Lace. Where should we go?" Lily asked with a smile. Lacey smiled apologetically at her.

"I've sort of told Sirius I would go with him." Lily tried not to let her feelings get hurt, and nodded, painting a fake smile on her face.

"That's great. When did he ask you?" She asked, half wanting to yell at Lacey for not telling her sooner. She had no problem with Lacey going with Sirius, except that Lily was now left all alone.

"Just last night. You were asleep when I came in or I would have told you." Lacey explained. Lily nodded again with the same smile.

"No, it's fine." Lily hopped out of bed and headed for the shower.

Lily had never been to Hogsmeade alone before, she wasn't quite sure what to do with herself. All around her, groups of friends were rushing in and out of the shops, carrying bags of goods and counting what money they had left. Lily couldn't help but smile at the little third years, who had never been to Hogsmeade before, staring around wide-eyed at the village. After nearly twenty minutes of aimless walking and window shopping, Lily finally settled on dropping by the Three Broomsticks for a butterbeer. There was a slight chill to the air, she would be glad for the warmth.

She walked into the crowded pub, seeing many familiar faces at filled tables, and glanced around at the many interesting characters that regularly occupied the bar. Lily ordered herself a butterbeer and took a seat at a table where she could watch the rest of the patrons. As she'd spent most of her time this trip watching people, Lily was beginning to lose interest in them and wished for some company. However, the company that found her wasn't exactly the kind she had hoped for.

"Why the long face, Evans? You're beginning to look like your sister, it's not at all becoming." came a cheery voice from behind her. Lily sighed and turned around to see James sitting at a table not far away. Though she didn't ask him to, James stood up and took a seat opposite Lily. "Lonely?" he asked with a grin. Lily rolled her eyes.

"Not exactly. I'm enjoying being alone, thanks." she said, taking a swig of her butterbeer. James set his tankard on the table in front of him and began running his thumb along the rim.

"You're just saying that because I sat down, aren't you?" James asked, not seeming upset, but grinning at her still. Lily faked a look of astonishment.

"Very perceptive, Potter! Now, that would be your cue to leave." Lily said, replacing her mock astonishment with a firm glare. James continued to smile at her.

"I have a confession to make." he said, catching Lily off guard. She didn't respond, but raised her eyebrows encouraging him to continue. "I dreamt about you the other night." Lily had to hold back a grin that was teasing the corner of her mouths.

"I hope it was a nightmare." she said with the very slightest hint of a laugh. James continued to smile at her, showing no signs that he cared, or even noticed, that she didn't want him there.

"Actually, it was more like a memory. Remember our first trip to Hogwarts? On the train?" he prompted. Lily eyed him for a moment, then nodded slowly, wondering what he was getting at. "I dreamt about that. You know, I never understood how we managed to fit so many people in that compartment." he said with a small laugh. Lily laughed, she couldn't help herself, she had wondered the same thing on occasion.

"Well, we were all rather small." The memory of their first train ride to Hogwarts had been barely pleasant for Lily. Other than meeting Rachel and Lacey, she hadn't looked back on this memory fondly. James, her best friend at the time, had ignored her the whole way. He had said horrible things to people he hardly knew, things she never would have thought he'd say.

James's smile faltered a bit as he looked at her, a question running through his mind he had wondered quite a lot lately. "Were you mad at me after that ride?" As caught off guard as Lily had been that James had had a dream about her, this question hit her like an invisible freight train. Her mind froze momentarily, trying to make sense of what he had just asked.

"Oh…I…" but she was never able to answer his question. There was a loud bark of a laugh coming from the entrance to the pub. Both looked up and saw Lacey and Sirius walking in, laughing, Sirius's arm draped over Lacey's shoulder. Lily was relieved to see Lacey, but feared that she would be forced to endure Black and Potter's company longer than she wished. Lacey spotted Lily and James and waved, excitedly.

"Hey! Sirius, let's go say hello." she said, leading him over to their table. They both pulled up chairs beside the two and sat down, smiling.

"This is an unexpected surprise. We don't see either of you all afternoon, and here you are together! An unlikely pair, I must say." Sirius joked. Lily folded her arms and looked at Lacey.

"Having a good time?" she asked. Lacey ignored the sour look Lily was giving Sirius and nodded.

"Lovely." Soon after they sat down, James and Sirius were in a heated debate about the newest broomsticks in the broom shop. Lily pulled Lacey further around the table and began telling her about the conversation her and James had had before they arrived. Once Lily had finished, Lacey decided that this wasn't the topic to discuss with James and Sirius sitting only inches from them. She stood up, turned to Sirius and gave him a quick kiss, explaining that they were heading back to the castle and that she'd see him later. Lily gave the two boys a small wave and followed Lacey out of the Three Broomsticks.

"Why would he care if you were mad at him?" Lacey asked as the two walked back to the castle. The streets were much emptier than they were about an hour ago, most of the students had already begun to make their way back to the school. Lily shrugged.

"We were friends once, you know. I don't know. Lace, I have to tell you something, but you can't tell anyone. Not even Rachel." Lacey glanced at Lily with an intrigued expression. She didn't say anything, giving Lily room to continue. Lily opened her mouth to speak, hesitated a moment, then plunged on. "I've dreamt about James a lot lately. The same kinds of dreams, too. They've all been memories." Lacey grinned to herself.

"Would these be pleasant memories?" Lacey asked. Lily shrugged.

"Some of them. The ones from before Hogwarts were. I had one last night about my thirteenth birthday, remember that? He brought Sirius with him. I was so furious." Lacey sighed.

"What do you have against Sirius anyways? I know he can be a tad arrogant sometimes, but he's alright, really." This was the first time Lily had heard Lacey defend Sirius. She'd always been fond of him, but never argued with the other girls about him. Lily looked over at her friend, grinning, but didn't comment. Nor did she answer the question. There was no real specific reason why she hated any of them. The two walked the rest of the way in silence, Lily deep in thought about James's question.


	5. Apologies

A/N: Hey all! So I have a confession. I hadn't actually planned on writing this chapter today, but I couldn't think of what to write for "I Should Tell You" so this sort of happened. I hope it's decent, I'm afraid I'll go back and read it later wondering why I bothered. Review and let me know what you think!

* * *

Lily and Lacey arrived back at their dorm to find Rachel had already returned. It seemed to the two that she had been back for a while as she had already changed out of the outfit she spent all night searching for and was curled up in bed. Lacey moved cautiously toward Rachel's bed. 

"Rache? You awake?" she asked softly, not wanting to wake her if she was sleeping. Rachel rolled over, however, and looked up at her two friends. She had heavy bags under her eyes and a frown on her lips, the first one they'd seen in days. Lacey and Lily glanced at each other, both thinking the same thing. Her date with Remus obviously hadn't gone well.

"Hey, how was you're date?" Lily asked with a smile. She had a small feeling that it was just a case of Rachel overreacting again, just like she had done with the clothes. Rachel rolled back over, facing the wall.

"Awful! It was a disaster." She mumbled through the covers she had pulled up to her nose.

"Do you want to talk about it?" Lacey asked, sitting down next to Rachel. Lily sat down across from them on her bed.

"You were right, Lily. Why did I stay up all night?" Rachel chastised herself. Lily didn't know what Rachel was talking about.

"Right about what, Rache?" Rachel rolled back over and stared at her with watery eyes.

"I fell asleep!" Rachel cried, pulling the covers over her head. Lacey laughed softly, not trying to hurt Rachel's feelings, but unable to stop herself nonetheless.

"You did what? How?" she asked. Lily and Lacey heard Rachel sniffle under the covers before she answered.

"We were at Madam Puddifoot's, you know, the tea shop. He was talking about something, I can't even remember what now, and the next thing I know he's shaking my shoulder! He got his feelings hurt, thinking I was bored with him or something and we left Hogsmeade straight after." Rachel said through a stuffy nose. Lily could tell Rachel had beaten herself up about this since she got back.

"Oh, Rachel. I'm sure he didn't think you were bored with him. Just talk to him, tell him what happened." She said. Rachel shook her head rapidly.

"Tell him that I stayed up all night trying to find the perfect outfit for today? He'll think I'm an idiot!" Rachel said. Lacey laughed a little again. Lily shot her a warning look.

"I'm sorry, Rache! I don't mean to laugh, but…I can't believe you fell asleep!" Lacey wasn't helping at all. Rachel pulled the covers further over her head.

"I'm sure he won't think you're an idiot, Rache. You know something? I bet he's sitting in his room right now thinking he screwed up. I bet he thinks this is his fault." Lily said. Rachel sighed and pulled the covers down.

"What if I see him at dinner?" she asked. Lacey gave a small laugh.

"You talk to him." Rachel gave her a terrified look. Lacey laughed again.

"Well it's either talk to him or snog his brains out, either one will work!" Rachel covered her face as Lacey laughed.

"Don't say that! I'll wait. Yes, I'll wait and see what he does." Rachel decided. Lily rolled her eyes and shook her head. Her friends really were ridiculous sometimes.

James and Sirius had returned from the Three Broomsticks shortly after the girls had. They walked into their dorm to find Remus lying on his back, a pillow covering his head.

"You think he's killed himself?" Sirius asked. Remus gave a small laugh.

"You wish, Padfoot." He sat up and set the pillow to the side. "So, how did it go with Lacey?" he asked, not sounding at all interested.

"Good. I think she might be one of my favorite girls yet." He said absently, sitting down on his bed. James laughed.

"You hear that, Moony? She might last two weeks instead of one! I think that's a record for Sirius." Sirius ignored James's comment.

"How was the lovely Rachel?" Sirius asked, picking up a magazine and flipping through it. Remus didn't answer for a moment.

"Fine." Was all he said. Sirius looked up from an article on flying motorbikes.

"That's all? Just fine?" he asked, feeling more than slightly amused. Remus nodded.

"It went alright…until she fell asleep." Remus said. He knew what was coming. There was a moment or two of silence before both James and Sirius burst out laughing. Remus sighed and lay back on his bed, pulling the pillow over his face again. Sirius was the first to speak.

"I knew you were dull, Moony, but I thought Rachel would have been able to put up with it!" James started laughing even harder.

"It's not funny!" he shouted at them through his pillow.

"What did you do to her?" James asked, after finally being able to catch his breath.

"Nothing. We were just talking and the next thing I knew her head was slipping off her hand and into her tea." Remus explained miserably. Sirius continued laughing.

"What were you talking about?" James asked. Remus knew what he was getting at and was slightly uplifted that he'd be able to kill James's hopes.

"I was telling her about the time we all got detention for hexing a few suits of armor outside of Professor Binns's class to recreate Nearly Headless Nick's beheading." Sirius laughed at this.

"How could she find that boring? I say forget her, Moony. She obviously doesn't appreciate a good joke." He said, picking up his magazine again. Remus ignored him.

"I should talk to her. She did seem a little ill this morning." He said, more to himself than anyone else.

"Maybe she's a werewolf, Moony!" James said, pulling out his broomstick and polishing the handle. Remus rolled his eyes.

"Yes, that must be it. No other explanation." He said absently.

Later on, the six sat at their usual spots in the Great Hall for dinner. Lily noticed Rachel casting several glances down the table at Remus.

"Why don't you go talk to him, Rache?" Lily suggested for what seemed to be the hundredth time. Rachel shook her head vigorously.

"I don't know what I'd say to him. It's not worth it. He's probably too mad at me to talk anyways." She said as she leaned her head so close to her bowl of stew that her nose was nearly touching it. Lily sighed and shook her head then glanced up and saw someone standing behind Rachel.

"Erm…Rachel?" he asked. Rachel jumped slightly and turned around to see Remus standing behind her. He didn't look mad at all; in fact he was giving her a very warm smile. Rachel became immediately aware that she was smiling rather stupidly at him and hadn't responded at all.

"Oh. Hello." She said. Remus shoved his hands in his pockets.

"Mind if we talk?" he asked. Rachel shook her head and turned around to Lily, who was grinning.

"Go ahead; I'll keep your stew safe." Lily said, nudging Rachel's leg under the table. Rachel stood, took a deep breath and followed Remus out of the Great Hall. When they reached the Entrance Hall, Remus turned down the same corridor he did when he first asked Rachel to Hogsmeade.

"Are you feeling better?" he asked her. Rachel was slightly confused, and then realized that he must have thought she was sick.

"Oh! Yes, of course. I'm fine. Listen, I wanted to apologize for today." She said. Remus nodded and Rachel continued. "It was rather stupid, actually. You see, I stayed up all night last night and I didn't even realize I had fallen asleep." Remus furrowed his brow.

"Why'd you stay up all night?" Rachel cast around for a convincing lie, but was never the best at producing them, so she settled on the truth. She looked down at her feet, blushing madly.

"I was looking for clothes." She mumbled. Remus raised an eyebrow at her.

"Looking for clothes? For what?" he asked, a small laugh in his voice.

"For this afternoon…" Rachel mumbled again. Remus laughed a little. "I told you it was stupid." Remus shook his head.

"No, I'm relieved, actually. I thought I had bored you to sleep!" Rachel looked up at him and smiled, still blushing.

"Of course not! No, you were wonderful." Remus smiled at her, which she returned.

Back in the Great Hall, Lily had taken to pushing her carrots around her plate. She was happy for both her friends finding dates, but it, yet again, left her alone. She could hear Lacey and Sirius laughing with James at the other end of the table and momentarily thought of joining them. She was saved the trouble, however, when she saw James excuse himself and head towards her end of the table. Lily sighed and stared at her carrots as if they were the most beautiful color orange she had ever seen. James sat down across from her.

"Alone again, Evans? I have to say, the loner look doesn't suit you." He said. Lily looked up at him, setting down her fork and crossing her arms on the table.

"A lot of things don't seem to suit me these days. What do you want, Potter?" she asked.

"You never answered my question this afternoon." He said. Lily's heart sank for just a moment, not wanting to bring up their past again.

"Well, we did get a bit distracted." She said. James nodded.

"True, but we're sort of alone now." He said. Lily couldn't help but notice how hopeful he sounded. It was almost cute.

_What?!_ She screamed in her head. Lily refrained from physically shaking the thought from her mind, but pushed it as far back as she could manage. Lily stared at him for a few minutes as if trying to size him up.

"Yes. I suppose I was a bit mad at you." She said. James gave her a smile that almost looked apologetic.

"Why'd you stop speaking to me, Lils?" he asked. He hadn't called her Lils since they were kids. Lily shrugged.

"I guess we just went in different directions. You changed, I didn't." she said. It was meant to sound accusatory, but James seemed to pick up on something else. His face flashed a sort of remorse, something Lily had not expected in a million years, but he covered it up immediately.

"Have you thought about us at all?" he asked. Lily hated him. He knew she was a terrible liar and had always been able to see right through her.

"Not usually." She said. James grinned.

"Not usually? So sometimes?" he asked. Lily sighed. He had told her about his dream. Was it fair for her to keep hers from him?

"Alright, maybe sometimes. But that doesn't mean anything, James." She said, blushing furiously, knowing he'd ask. James smiled at her, not his usually cheeky grin, but a genuine smile. Lily's heart jumped, though she couldn't explain why.

"I was beginning to think you'd forgotten my name." he said. Lily realized that she had slipped and called him James instead of Potter, something she hadn't done since their fifth year. Lily sighed.

"Look, Potter, I don't know what's been going on, but it doesn't change anything. No matter how many dreams I have or what I remember, there's still one memory that I will never forget." She said. James fought to push back the knowledge that she dreamed about him and thought about him more than what she called "sometimes" and focused on the problem at hand.

"What memory would that be?" he asked. Lily's eyes widened in surprise that he didn't know what she was talking about.

"How about the time you and Sirius thought it would be funny to hang poor Severus upside down by his ankles after our O.W.L.s!" she exclaimed so loudly that a few people turned their heads. James knew there was no arguing with her when it came to that particular event. He nodded and stood up, leaving Lily alone again. Lily watched him walk away and felt an unexplainable pang of guilt for yelling at him. She ran her hands through her hair, before getting up and leaving the Great Hall.


End file.
